License agreement for software products
1 SUBJECT MATTER OF AGREEMENT
SUBJECT MATTER OF AGREEMENT between you (“LICENSEE“) and Softing Industrial Automation GmbH (“SOFTING“) is the computer program stored on a data carrier and the corresponding program documentation. (Hereinafter referred to as “SOFTWARE“.)
SOFTING points out that it is not possible, at the state of the art, to produce computer programs with high complexity which work free of errors in all applications and combinations.
2 PROPERTY RIGHTS, RIGHTS OF USE
With the purchase of the product the LICENSEE acquires only property of the medium on which the SOFTWARE is stored. As soon as we have received the full payment of the invoice, SOFTING grants the non-exclusive right to use the SOFTWARE only on a single computer and only at one place. The LICENSEE may transfer the SOFTWARE from one computer to another at any time, provided that the use of the SOFTWARE on the original computer was terminated. If the single computer is a multi-user system, the SOFTWARE can be used by all users of this system. If software of third parties is included into the SUBJECT MATTER (“Third Party Software“ the license agreement of these third parties which is attached to the Third Party Software applies with priority. All rights not specifically granted above are retained by SOFTING, especially all ownership rights in and to the SOFTWARE and any copies thereof as well as all rights to publish, to copy, to adapt and to exploit. All rights on design, knowhow and working methods, which are used by Softing remain with SOFTING.
3 SPECIAL RESTRICTIONS
The LICENSEE agrees without the prior written consent of SOFTING not
a) to change, to compile, to reverse develop, to decompile, to disassemble the SOFTWARE, to produce derived products.
b) to loan, rent, sub-license, grant any rights or otherwise transfer the SOFTWARE in any form. However, the first acquirer may make a one-time permanent transfer of the rights to use the SOFTWARE only direct to an end user. The transferee of such one-time transfer must agree to comply with the terms of this license agreement, including the obligation not to further transfer the right to use.
c) to remove any proprietary, originator or copyright notices, labels or marks on the SOFTWARE or the documentation.
d) to use the SOFTWARE in planes, in applications for the planning, construction, production or delivery of planes or parts thereof, in application in nuclear power plants, for navigation, for the production of weapons, in medical applications which may lead to personal injury, in applications, which might cause damages to water or in facilities which require official approval or are notifiable according to conservation regulations.
The SOFTWARE and all associated documentation are protected by the copyright law. The LICENSEE may duplicate/copy the SOFTWARE only as far as this is necessary for the intended use of the SOFTWARE (e.g. installation of the SOFTWARE and loading into the memory) and/or for the production of a backup copy. Other duplications, including printing the program code and copying the documentation, are only allowed with the prior written consent of SOFTING. On all complete or partial reproductions of the SOFTWARE (including data medium), the LICENSEE shall attach the copyright notice and all other remarks concerning commercial protection rights in the same manner as these are contained in the original version of the SOFTWARE.
The LICENSEE is obligated to maintain accurate records which document the SOFTWARE including the current version, the place where it is installed or located and the number of produced copies. The LICENSEE will submit the record to SOFTING on request.
6 TERM OF AGREEMENT
The rights to use the SOFTWARE are granted for an indefinite term. The LICENSE and the LICENSEE's right to use the SOFTWARE are automatically terminated if the LICENSEE fails to comply with any provision of this agreement. In this case, SOFTING will terminate this agreement by written notice. Then the LICENSEE is obligated to destroy all copies of the SOFTWARE being in his possession, including all documentation, data carriers and copies thereof.
7 CLAIMS IN CASE OF DEFECTS
7.1 The contract subject matter is free of defects, if at the moment of transfer of risk it shows the composition described in the product or performance description and is free of defects in title.
7.2 The term within which the LICENSEE can assert his claims is one year as of delivery or as acceptance. Defects must be reproducible, or they must be indicated by computer output.
7.3 In case of a defect according to section 7.1 SOFTING has the choice to meet the LICENSEE's claims either by repair or by delivery of new goods. The LICENSEE may ask for reduction of the payment or of withdrawal from the contract only if the LICENSEE has given unsuccessfully a grace of at least three weeks for fulfilment or SOFTING's attempts of repair or new delivery have failed at least three times. In case of the withdrawal LICENSEE has to combine the setting of the term with the penalty of refusal.
7.4 Precondition for claims is the proper handling and an adequate use of the products and a save and appropriate place. The LICENSEE's claim is terminated for work or products which LICENSEE changes or interferes with in some other way without SOFTING's written permission. The same applies if products are handled improperly or in a way which is not conformant with the manual of the product or if the product was repaired by a third party in a way which is not conformant with the requirements for repair.
7.5 If the examination of a notice of defect shows that there is no defect, the costs for the examination will be charged at the valid hourly rates.
7.6 LICENSEE is obliged to provide SOFTING with the support necessary for removing the defect (error description, documents, testing times etc.).
8.1 SOFTING is liable - independently of the grounds – without limitations for intent and gross negligence as well as for damages caused by injury of life, of body or of health. The same applies for claims where the product liability law constitute a liability as well as SOFTING has given a guarantee for the composition of the subject matter.
8.2 SOFTING is liable for slight negligence only insofar as an obligation is broken the obedience of which is of particular significance to the achievement of the aim of the contract (cardinal obligation). The liability is limited to five times the price stipulated in the contract and to those damages on whose emergence SOFTING has to reckon in the context of a typical contract.
8.3 Furthermore, SOFTING is liable within the framework of the legal regulations to the extent that damages are covered by SOFTING's liability insurance.
8.4 Any additional claims for damages are excluded.
8.5 Claims for damages - independently of the grounds – shall be timebarred 12 months after the damage becomes known.
8.6 The LICENSEE accept as a cardinal obligation to save the data in intervals which are adequate to the foreseen application, but at least once the day. In case of a loss of data for which SOFTING has to stand for SOFTING shall only be liable for the restoration in the extent which would have resulted if the data securing would have been performed according to this agreement.
The SOFTWARE is delivered exclusively in accordance with the terms of this License Agreement. Any purchase conditions of the LICENSEE are not applicable, even if the LICENSEE refers to them in its order. Place of jurisdiction shall be Munich; place of performance shall be Haar. German law shall apply. The Hague convention on contracts for international sale of goods (UNICITARL) is excluded.
Please address questions regarding this Agreement to: Softing Industrial Automation GmbH, Richard-Reitzner Allee 6, 85540 Haar, Germany, Phone: +49 (89) 4 56 56-0, Fax: +49 (89) 4 56 56-399
Date: April 04, 2016
Evaluation license agreement for software products
1 SUBJECT MATTER OF AGREEMENT
In consideration for evaluating the SOFTING software product the LICENSEE wishes to install, which includes software programs and related written documentation (hereinafter referred to as the "PRODUCT"), SOFTING grants to the LICENSEE a non-exclusive, non transferable license and right to use a copy of the PRODUCT in accordance with this Agreement during the term specified.
The LICENSEE is authorized to use the PRODUCT only for the purposes of evaluating the capabilities of the PRODUCT. The PRODUCT may not be used or copied for any other purpose other than for evaluation of the PRODUCT.
The LICENSEE agrees not to use our PRODUCT in nuclear power plant applications, planes, in applications for the planning, construction, production or delivery of planes or parts thereof, for navigation, for the production of weapons of any kind and for medical applications which may lead to personal injury. Written permission by us is required.
The LICENSEE further agrees that the LICENSEE will not use or permit the PRODUCT to be used in any manner, whether directly or indirectly, that would enable any third party or entity to copy the PRODUCT. Under no circumstances shall the LICENSEE be permitted to commercially exploit the PRODUCT. The LICENSEE may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the PRODUCT without the prior written consent of SOFTING.
Furthermore, the LICENSEE will not publicize or otherwise disclose to others the PRODUCT, the documentation or the results of the evaluation without the prior express written consent of SOFTING.
2 OWNERSHIP OF PRODUCT
SOFTING, or its licensors, retains title and ownership of the PRODUCT and all subsequent copies of the PRODUCT, made under the terms of this Agreement, regardless of the form or media on which the original and other copies may exist. This Agreement is not a sale of the original PRODUCT or any copy. This Agreement grants no title or rights of ownership in the PRODUCT or any other materials provided by SOFTING.
3 SPECIAL RESTRICTIONS
The LICENSEE shall not modify or create derivative works of the EtherCAT IP Core or the Qsys Subsystem or use the content of the EtherCAT IP-Core or the Qsys Subsystem to create, manufacture, distribute or sell products containing EtherCAT Technology
The LICENSEE shall not use some content of the EtherCAT IP Core or the Qsys Subsystem to create, manufacture, distribute or sell EtherCAT Slave Controller products.
The LICENSEE shall not sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights of the EtherCAT IP Core or the Qsys Subsystem or its components.
The LICENSEE shall not reproduce the EtherCAT IP core or the Qsys Subsystem or its components.
The LICENSEE shall not separately sell FPGA chips, FPGA technology and/or FPGA programming files containing the EtherCAT FPGA Configuration File, i.e. without any of Softing’s products.
In no case the LICENSEE shall:
a) change, compile, reverse develop, decompile, disassemble the PRODUCT, to produce derived products.
b) loan, rent, sub-license, grant any rights or otherwise transfer the PRODUCT in any form
c) remove any proprietary, originator or copyright notices, labels or marks on the PRODUCT or the documentation.
The LICENSEE is aware that these restrictions remain in effect even if LICENSEE decides to acquire full version of the PRODUCT from Altera Corporation.
4 SPECIAL OBLIGATIONS
The LICENSEE is obliged to join the EtherCAT Technology Group and obtain an EtherCAT Vendor ID. The LICENSEE acknowledges that the use of the EtherCAT Technology in combination with other functionality, software or protocol may require licenses from third parties and the licensee accepts sole responsibility for obtaining such license. The LICENSEE is aware that these obligations remain in effect even if LICENSEE decides to acquire full version of the PRODUCT from Altera Corporation.
5 COPY RESTRICTIONS
The PRODUCT and the accompanying written materials are copyrighted. Unauthorized copying of the PRODUCT, or of the written materials, is expressly forbidden. The LICENSEE may be held legally responsible for any copyright infringement that is caused or encouraged by its failure to abide by the terms of this Agreement.
Subject to these restrictions, and if the PRODUCT is not copy-protected, the LICENSEE may make no more than 1 (one) copy of the PRODUCT for purposes of backup only. The LICENSEE agrees to reproduce and include the copyright notice and any other proprietary markings on any copies made. Copies may not be made for any other purpose and ALL copies made must be destroyed after the completion of the evaluation or expiration of the term of this Agreement.
6 TRANSFER RESTRICTIONS
This PRODUCT and the accompanying written materials are licensed only to the LICENSEE and may not be transferred to any other party under any circumstances without the prior written consent of SOFTING. In no event may the LICENSEE transfer, assign, rent, lease, sell, or otherwise dispose of the PRODUCT or the accompanying written materials on a temporary or permanent basis except as expressly provided herein.
All rights of use of the PRODUCT will also expire automatically without notice from SOFTING if the LICENSEE fail to comply with any provision of this Agreement. Upon termination the LICENSEE shall destroy any copies made of the PRODUCT.
In no event shall SOFTING or its agents, employees and distributors be liable for any damages or for any claims by other parties, except those damages or claims are caused by intent or gross negligence.
Notwithstanding any termination of this Agreement, or expiration of rights of use or copying granted by this Agreement, the LICENSEE may be held legally and financially liable for any violation of the Agreement by the LICENSEE that occurs while this Agreement was in effect.
Place of jurisdiction is Munich; place of performance is Haar. German law shall apply.
Please address questions regarding this Agreement to:
SOFTING Industrial Automation GmbH, Richard-Reitzner Allee 6, 85540 Haar, GERMANY,
Tel No: (+49-89) 4 56 56-0,
Fax No.: (+49-89) 4 56 56-399.